EXHIBIT 10.9

                      INTREPID TECHNOLOGY & RESOURCES, INC.
                            PLACEMENT AGENT AGREEMENT


                                                   Dated as of: October 13, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309


Ladies and Gentlemen:

     The  undersigned,  Intrepid  Technology  &  Resources,  Inc.,  an  Idaho
corporation (the "Company"), hereby agrees with Newbridge Securities Corporation
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(the  "Placement  Agent")  and  Cornell Capital Partners, LP, a Delaware Limited
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Partnership  (the  "Investor"),  as  follows:
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     1.     Offering.  The  Company hereby engages the Placement Agent to act as
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its exclusive placement agent in connection with the Standby Equity Distribution
Agreement  dated  the date hereof (the "Standby Equity Distribution Agreement"),
                                        -------------------------------------
pursuant to which the Company shall issue and sell to the Investor, from time to
time,  and  the  Investor shall purchase from the Company (the "Offering") up to
                                                                --------
Twenty  Five  Million   U.S. Dollars ($25,000,000) of the Company's common stock
(the "Commitment Amount"), par value US$0.005 per share (the "Common Stock"), at
      -----------------                                       ------------
price  per  share  equal  to  the Purchase Price, as that term is defined in the
Standby  Equity  Distribution  Agreement.  The  Placement  Agent  services shall
consist  of reviewing the terms of the Standby Equity Distribution Agreement and
advising  the  Company  with  respect  to  those  terms.

     All  capitalized  terms  used herein and not otherwise defined herein shall
have  the  same  meaning  ascribed to them as in the Standby Equity Distribution
Agreement.  The  Investor  will  be  granted  certain  registration  rights with
respect  to  the Common Stock as more fully set forth in the Registration Rights
Agreement  between  the  Company  and  the  Investor  dated the date hereof (the
"Registration Rights Agreement").  The documents to be executed and delivered in
 -----------------------------
connection  with  the  Offering,  including,  but  not limited, to the Company's
latest  Quarterly  Report  on  Form  10-QSB  as  filed  with  the  United States
Securities  and  Exchange  Commission,  this  Agreement,  the  Standby  Equity
Distribution  Agreement,  the  Registration  Rights  Agreement,  and  the Escrow
Agreement  dated  the  date  hereof  (the  "Escrow  Agreement"), are referred to
                                            -----------------
sometimes  hereinafter  collectively as the "Offering Materials."  The Company's
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Common  Stock  purchased by the Investor hereunder or to be issued in connection
with  the  conversion of any debentures are sometimes referred to hereinafter as
the  "Securities."  The  Placement  Agent  shall  not  be  obligated to sell any
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Securities.


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     2.     Compensation.
            ------------

     A.     Upon the execution of this Agreement, the Company shall issue to the
Placement  Agent  or  its  designee  shares  of the Company's Common Stock in an
amount equal to Ten Thousand U.S. Dollars (US$10,000) divided by the closing Bid
Price  of  the  Company's  Common Stock, as quoted by Bloomberg, LP, on the date
hereof  (the "Placement Agent's Shares").  The Placement Agent shall be entitled
              ------------------------
to  "piggy-back" registration rights, which shall be triggered upon registration
of  any  shares  of  Common  Stock by the Investor with respect to the Placement
Agent's  Shares  pursuant  to  the  Registration Rights Agreement dated the date
hereof.

     3.     Representations,  Warranties  and  Covenants of the Placement Agent.
            --------------------------------------------------------------------

          A.     The  Placement  Agent  represents,  warrants  and  covenants as
follows:

               (i)     The Placement Agent has the necessary power to enter into
this Agreement and to consummate the transactions contemplated hereby.

               (ii)     The  execution  and  delivery  by the Placement Agent of
this Agreement and the consummation of the transactions contemplated herein will
not  result in any violation of, or be in conflict with, or constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which  the Placement Agent or its properties are bound, or any judgment, decree,
order  or,  to  the Placement Agent's knowledge, any statute, rule or regulation
applicable  to  the Placement Agent.  This Agreement when executed and delivered
by the Placement Agent, will constitute the legal, valid and binding obligations
of  the  Placement Agent, enforceable in accordance with their respective terms,
except  to  the  extent  that  (a)  the  enforceability hereof or thereof may be
limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or  (c)  the  indemnification  provisions hereof or thereof may be held to be in
violation  of  public  policy.

               (iii)     Upon  receipt  and  execution  of  this  Agreement, the
Placement Agent will promptly forward copies of this Agreement to the Company or
its  counsel  and  the  Investor  or  its  counsel.

               (iv)     The  Placement  Agent  will  not  intentionally take any
action  that  it  reasonably  believes  would  cause the Offering to violate the
provisions  of  the  Securities  Act  of  1933, as amended (the "1933 Act"), the
                                                                 --------
Securities  Exchange  Act  of  1934  (the  "1934 Act"), the respective rules and
                                            --------
regulations  promulgated  thereunder (the "Rules and Regulations") or applicable
                                           ---------------------
"Blue Sky" laws of any state or jurisdiction.

               (v)     The  Placement  Agent  is  a  member  of  the  National
Association  of  Securities  Dealers, Inc., and is a broker-dealer registered as
such under the 1934 Act and under the securities laws of the states in which the
Securities  will  be  offered or sold by the Placement Agent unless an exemption
for  such state registration is available to the Placement Agent.  The Placement
Agent is in material compliance with the rules and regulations applicable to the
Placement  Agent generally and applicable to the Placement Agent's participation
in  the  Offering.


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     4.     Representations  and  Warranties  of  the  Company.
            --------------------------------------------------

          A.   The  Company  represents  and  warrants  as  follows:

               (i)     The  execution,  delivery and performance of each of this
Agreement,  the Standby Equity Distribution Agreement, the Escrow Agreement, and
the  Registration  Rights  Agreement  has  been  or  will  be  duly  and validly
authorized by the Company and is, or with respect to this Agreement, the Standby
Equity Distribution Agreement, the Escrow Agreement, and the Registration Rights
Agreement,  will be a valid and binding agreement of the Company, enforceable in
accordance  with  its  respective  terms,  except  to  the  extent  that (a) the
enforceability  hereof  or  thereof  may  be  limited by bankruptcy, insolvency,
reorganization,  moratorium  or  similar  laws  from  time to time in effect and
affecting  the  rights  of creditors generally, (b) the enforceability hereof or
thereof  is  subject  to general principles of equity or (c) the indemnification
provisions  hereof  or  thereof may be held to be in violation of public policy.
The  Securities  to  be issued pursuant to the transactions contemplated by this
Agreement  and  the  Standby  Equity  Distribution  Agreement  have  been  duly
authorized  and, when issued and paid for in accordance with this Agreement, the
Standby  Equity  Distribution  Agreement  and  the  certificates/instruments
representing  such  Securities,  will  be  valid  and binding obligations of the
Company,  enforceable  in  accordance with their respective terms, except to the
extent  that  (1)  the  enforceability  thereof  may  be  limited by bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect  and  affecting  the  rights  of  creditors  generally,  and  (2)  the
enforceability  thereof  is  subject  to  general  principles  of  equity.  All
corporate  action  required to be taken for the authorization, issuance and sale
of  the  Securities  has  been  duly  and  validly  taken  by  the  Company.

               (ii)     The  Company  has  a  duly  authorized,  issued  and
outstanding  capitalization  as  set  forth  herein  and  in  the Standby Equity
Distribution  Agreement.  The  Company  is  not  a  party  to  or  bound  by any
instrument, agreement or other arrangement providing for it to issue any capital
stock, rights, warrants, options or other securities, except for this Agreement,
the  agreements  described  herein  and  as  described  in  the  Standby  Equity
Distribution  Agreement,  dated  the  date  hereof  and the agreements described
therein.  All  issued  and outstanding securities of the Company, have been duly
authorized and validly issued and are fully paid and non-assessable; the holders
thereof  have  no rights of rescission or preemptive rights with respect thereto
and  are  not  subject  to personal liability solely by reason of being security
holders;  and none of such securities were issued in violation of the preemptive
rights  of  any  holders  of  any  security  of  the  Company.

               (iii)     The  Common  Stock to be issued in accordance with this
Agreement and the Standby Equity Distribution Agreement has been duly authorized
and,  when  issued  and  paid for in accordance with this Agreement, the Standby
Equity  Distribution  Agreement  and  the  Compensation  Debenture,  the
certificates/instruments  representing such Common Stock will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will  not be subject to
personal  liability  solely by reason of being such holders; such Securities are
not  and  will  not  be  subject  to  the preemptive rights of any holder of any
security  of  the  Company.

               (iv)     The  Company  has good and marketable title to, or valid
and  enforceable  leasehold  estates in, all items of real and personal property
necessary  to  conduct  its


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business (including, without limitation, any real or personal property stated in
the  Offering Materials to be owned or leased by the Company), free and clear of
all  liens, encumbrances, claims, security interests and defects of any material
nature  whatsoever,  other  than  those  set forth in the Offering Materials and
liens  for  taxes  not  yet  due  and  payable.

               (v)     There is no litigation or governmental proceeding pending
or, to the best of the Company's knowledge, threatened against, or involving the
properties  or  business  of  the  Company,  except as set forth in the Offering
Materials.

               (vi)     The  Company  has  been  duly  organized  and is validly
existing as a corporation in good standing under the laws of the State of Idaho.
Except  as  set  forth  in  the  Offering Materials, the Company does not own or
control,  directly  or  indirectly,  an  interest  in  any  other  corporation,
partnership, trust, joint venture or other business entity.  The Company is duly
qualified  or  licensed  and  in  good standing as a foreign corporation in each
jurisdiction  in  which  the  character  of  its  operations  requires  such
qualification or licensing and where failure to so qualify would have a material
adverse  effect  on  the Company.  The Company has all requisite corporate power
and authority, and all material and necessary authorizations, approvals, orders,
licenses,  certificates  and  permits  of  and  from all governmental regulatory
officials  and  bodies  (domestic  and  foreign)  to conduct its businesses (and
proposed  business)  as  described in the Offering Materials. Any disclosures in
the  Offering  Materials  concerning  the effects of foreign, federal, state and
local  regulation  on  the  Company's  businesses  as currently conducted and as
contemplated  are  correct  in  all material respects and do not omit to state a
material  fact.  The Company has all corporate power and authority to enter into
this  Agreement,  the  Standby  Equity  Distribution Agreement, the Registration
Rights  Agreement,  and  the  Escrow  Agreement, to carry out the provisions and
conditions  hereof  and thereof, and all consents, authorizations, approvals and
orders  required  in  connection  herewith and therewith have been obtained.  No
consent,  authorization  or  order of, and no filing with, any court, government
agency  or  other  body  is  required  by  the  Company  for the issuance of the
Securities  or  execution  and  delivery  of  the  Offering Materials except for
applicable federal and state securities laws.  The Company, since its inception,
has  not  incurred any liability arising under or as a result of the application
of  any  of  the  provisions  of  the  1933  Act,  the 1934 Act or the Rules and
Regulations.

               (vii)     There  has  been  no  material  adverse  change  in the
condition  or  prospects of the Company, financial or otherwise, from the latest
dates  as  of  which such condition or prospects, respectively, are set forth in
the  Offering Materials, and the outstanding debt, the property and the business
of  the  Company  conform  in  all material respects to the descriptions thereof
contained  in  the  Offering  Materials.

               (viii)     Except  as  set  forth  in the Offering Materials, the
Company  is  not in breach of, or in default under, any term or provision of any
material indenture, mortgage, deed of trust, lease, note, loan or Standby Equity
Distribution  Agreement or any other material agreement or instrument evidencing
an  obligation for borrowed money, or any other material agreement or instrument
to  which  it is a party or by which it or any of its properties may be bound or
affected.  The  Company  is  not in violation of any provision of its charter or
by-laws  or  in violation of any franchise, license, permit, judgment, decree or
order, or in violation of any material statute, rule or regulation.  Neither the
execution  and  delivery  of the Offering Materials nor the issuance and sale or
delivery  of  the  Securities,  nor  the  consummation  of  any  of  the


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<PAGE>
transactions  contemplated  in  the Offering Materials nor the compliance by the
Company  with the terms and provisions hereof or thereof, has conflicted with or
will conflict with, or has resulted in or will result in a breach of, any of the
terms  and provisions of, or has constituted or will constitute a default under,
or  has  resulted  in  or will result in the creation or imposition of any lien,
charge  or encumbrance upon any property or assets of the Company or pursuant to
the  terms  of  any  indenture, mortgage, deed of trust, note, loan or any other
agreement  or  instrument  evidencing  an  obligation for borrowed money, or any
other  agreement or instrument to which the Company may be bound or to which any
of  the  property  or  assets  of  the  Company is subject except (a) where such
default, lien, charge or encumbrance would not have a material adverse effect on
the Company and (b) as described in the Offering Materials; nor will such action
result  in  any violation of the provisions of the charter or the by-laws of the
Company  or,  assuming  the  due  performance  by  the  Placement  Agent  of its
obligations  hereunder,  any  material  statute  or  any material order, rule or
regulation  applicable  to  the Company of any court or of any foreign, federal,
state or other regulatory authority or other government body having jurisdiction
over  the  Company.

               (ix)     Subsequent to the dates as of which information is given
in  the  Offering  Materials,  and  except  as  may  otherwise  be  indicated or
contemplated  herein  or  therein  and  the  securities  offered pursuant to the
Securities  Purchase  Agreement  dated  the date hereof, the Company has not (a)
issued  any  securities  or  incurred  any  liability  or  obligation, direct or
contingent,  for  borrowed money, or (b) entered into any transaction other than
in the ordinary course of business, or (c) declared or paid any dividend or made
any  other  distribution  on  or  in  respect  of  its capital stock.  Except as
described  in the Offering Materials, the Company has no outstanding obligations
to  any  officer  or  director  of  the  Company.

               (x)     There  are  no  claims  for  services  in the nature of a
finder's  or origination fee with respect to the sale of the Common Stock or any
other  arrangements,  agreements or understandings that may affect the Placement
Agent's  compensation,  as  determined by the National Association of Securities
Dealers,  Inc.

               (xi)     The  Company  owns  or  possesses, free and clear of all
liens  or  encumbrances  and  rights  thereto  or  therein by third parties, the
requisite  licenses  or  other  rights  to  use  all  trademarks, service marks,
copyrights,  service  names,  trade  names,  patents,  patent  applications  and
licenses  necessary  to conduct its business (including, without limitation, any
such  licenses  or  rights described in the Offering Materials as being owned or
possessed  by  the  Company) and, except as set forth in the Offering Materials,
there  is no claim or action by any person pertaining to, or proceeding, pending
or threatened, which challenges the exclusive rights of the Company with respect
to  any  trademarks,  service  marks,  copyrights,  service  names, trade names,
patents,  patent  applications and licenses used in the conduct of the Company's
businesses (including, without limitation, any such licenses or rights described
in the Offering Materials as being owned or possessed by the Company) except any
claim  or  action  that would not have a material adverse effect on the Company;
the  Company's  current  products, services or processes do not infringe or will
not  infringe  on  the  patents  currently  held  by  any  third  party.

               (xii)     Except  as  described  in  the  Offering Materials, the
Company  is  not  under  any  obligation  to  pay  royalties or fees of any kind
whatsoever  to  any  third  party with respect to any trademarks, service marks,
copyrights,  service  names,  trade  names,  patents,  patent


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applications,  licenses or technology it has developed, uses, employs or intends
to use or employ, other than to their respective licensors.

               (xiii)     Subject  to  the performance by the Placement Agent of
its  obligations  hereunder  the  offer and sale of the Securities complies, and
will  continue to comply, in all material respects with the requirements of Rule
506  of  Regulation  D  promulgated  by the SEC pursuant to the 1933 Act and any
other  applicable  federal  and  state  laws,  rules,  regulations and executive
orders.  Neither  the Offering Materials nor any amendment or supplement thereto
nor  any  documents prepared by the Company in connection with the Offering will
contain  any  untrue  statement of a material fact or omit to state any material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of the circumstances under which they were made, not misleading.  All
statements  of  material facts in the Offering Materials are true and correct as
of  the  date  of  the  Offering  Materials.

               (xiv)     All  material  taxes which are due and payable from the
Company  have  been  paid  in  full or adequate provision has been made for such
taxes on the books of the Company, except for those taxes disputed in good faith
by  the  Company

               (xv)     None  of the Company nor any of its officers, directors,
employees  or agents, nor any other person acting on behalf of the Company, has,
directly  or  indirectly,  given  or  agreed  to give any money, gift or similar
benefit  (other than legal price concessions to customers in the ordinary course
of  business)  to  any  customer,  supplier,  employee or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of  any government (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help  or hinder the business of the Company (or assist it in connection with any
actual  or  proposed  transaction)  which  (A)  might subject the Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect  on the assets, business or operations of the Company as reflected in any
of  the  financial statements contained in the Offering Materials, or (C) if not
continued in the future, might adversely affect the assets, business, operations
or  prospects  of  the  Company  in  the  future.

     5.   Representations,  Warranties  and  Covenants  of  the  Investor.
          ---------------------------------------------------------------

          A.   The  Investor  represents,  warrants  and covenants as follows:

               (i)     The  Investor  has the necessary power to enter into this
Agreement and to consummate the transactions contemplated hereby.

               (ii)     The  execution  and  delivery  by  the  Investor of this
Agreement  and the consummation of the transactions contemplated herein will not
result  in  any  violation  of,  or be in conflict with, or constitute a default
under,  any agreement or instrument to which the Investor is a party or by which
the  Investor or its properties are bound, or any judgment, decree, order or, to
the  Investor's  knowledge,  any  statute,  rule or regulation applicable to the
Investor.  This  Agreement  when  executed  and  delivered by the Investor, will
constitute the legal, valid and binding obligations of the Investor, enforceable
in  accordance  with  their  respective terms, except to the extent that (a) the
enforceability  hereof  or  thereof  may  be  limited  by  bankruptcy,


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<PAGE>
insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect  and  affecting the rights of creditors generally, (b) the enforceability
hereof  or  thereof  is  subject  to  general  principles  of equity, or (c) the
indemnification  provisions  hereof or thereof may be held to be in violation of
public  policy.

               (iii)     The  Investor  will  promptly forward copies of any and
all  due  diligence  questionnaires  compiled  by  the Investor to the Placement
Agent.

               (iv)     The Investor is an Accredited Investor (as defined under
the  1933  Act).

               (v)     The  Investor  is  acquiring  the  Securities  for  the
Inventor's  own  account as principal, not as a nominee or agent, for investment
purposes  only,  and  not  with  a  view  to,  or  for,  resale, distribution or
fractionalization  thereof  in whole or in part and no other person has a direct
or  indirect beneficial interest in such Securities.  Further, the Investor does
not  have any contract, undertaking, agreement or arrangement with any person to
sell,  transfer  or  grant participations to such person or to any third person,
with  respect  to  any  of  the  Securities.

               (vi)     The  Investor  acknowledges the Investor's understanding
that  the  offering  and  sale  of  the Securities is intended to be exempt from
registration  under  the  1933 Act by virtue of Section 3(b) of the 1933 Act and
the  provisions  of  Regulation  D  promulgated thereunder ("Regulation D").  In
                                                             ------------
furtherance  thereof,  the  Investor  represents  and  warrants  as  follows:

                    (a)     The  Investor  has the financial ability to bear the
economic risk of the Investor's investment, has adequate means for providing for
the  Inventor's  current  needs  and  personal contingencies and has no need for
liquidity  with  respect  to  the  Investor's  investment  in  the  Company; and

                    (b)     The  Investor  has  such knowledge and experience in
financial  and  business  matters  as to be capable of evaluating the merits and
risks  of  the  prospective investment.  The Inventor also represents it has not
been  organized  for  the  purpose  of  acquiring  the  Securities.

               (vii)     The  Investor  has  been  given  the  opportunity for a
reasonable  time  prior  to  the  date  hereof  to ask questions of, and receive
answers  from,  the  Company  or  its  representatives  concerning the terms and
conditions of the Offering, and other matters pertaining to this investment, and
has been given the opportunity for a reasonable time prior to the date hereof to
obtain  such  additional information in connection with the Company in order for
the  Investor to evaluate the merits and risks of purchase of the Securities, to
the  extent  the  Company  possesses  such information or can acquire it without
unreasonable  effort  or  expense.  The Investor is not relying on the Placement
Agent  or  any of its affiliates with respect to the accuracy or completeness of
the  Offering  Materials  or  for  any  economic considerations involved in this
investment.


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     6.     Certain  Covenants  and  Agreements  of  the  Company.
            -----------------------------------------------------

     The  Company covenants and agrees at its expense and without any expense to
the  Placement  Agent  as  follows:

          A.     To  advise the Placement Agent and the Investor of any material
adverse change in the Company's financial condition, prospects or business or of
any  development  materially  affecting  the  Company  or  rendering  untrue  or
misleading  any  material  statement  in the Offering Materials occurring at any
time  as  soon  as  the  Company  is  either  informed or becomes aware thereof.

          B.     To  use its commercially reasonable efforts to cause the Common
Stock  issuable  in connection with the Standby Equity Distribution Agreement to
be qualified or registered for sale on terms consistent with those stated in the
Registration  Rights  Agreement  and  under  the  securities  laws  of  such
jurisdictions  as the Placement Agent and the Investor shall reasonably request.
Qualification,  registration and exemption charges and fees shall be at the sole
cost  and  expense  of  the  Company.

          C.     Upon  written  request,  to provide and continue to provide the
Placement  Agent  and  the Investor copies of all quarterly financial statements
and audited annual financial statements prepared by or on behalf of the Company,
other  reports prepared by or on behalf of the Company for public disclosure and
all  documents  delivered  to  the  Company's  stockholders.

          D.     To  deliver,  during  the  registration  period  of the Standby
Equity  Distribution  Agreement,  to  the  Investor upon the Investor's request,
within  forty  five (45) days, a statement of its income for each such quarterly
period, and its balance sheet and a statement of changes in stockholders' equity
as  of  the end of such quarterly period, all in reasonable detail, certified by
its  principal  financial  or  accounting  officer; (ii) within ninety (90) days
after  the  close of each fiscal year, its balance sheet as of the close of such
fiscal  year,  together  with  a  statement of income, a statement of changes in
stockholders'  equity  and  a  statement of cash flow for such fiscal year, such
balance sheet, statement of income, statement of changes in stockholders' equity
and  statement of cash flow to be in reasonable detail and accompanied by a copy
of  the  certificate  or  report  thereon  of  independent  auditors  if audited
financial  statements  are  prepared; and (iii) a copy of all documents, reports
and  information  furnished to its stockholders at the time that such documents,
reports  and  information  are  furnished  to  its  stockholders.

          E.     To  comply  with  the  terms  of  the  Offering  Materials.

          F.     To  ensure  that any transactions between or among the Company,
or any of its officers, directors and affiliates be on terms and conditions that
are  no  less favorable to the Company, than the terms and conditions that would
be  available  in an "arm's length" transaction with an independent third party.

     7.     Indemnification  and  Limitation  of  Liability.
            -----------------------------------------------

          A.     The  Company  hereby agrees that it will indemnify and hold the
Placement  Agent


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<PAGE>
and  each  officer,  director,  shareholder,  employee  or representative of the
Placement  Agent  and  each  person  controlling,  controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated
thereunder  (the "Rules and Regulations"), harmless from and against any and all
                  ---------------------
loss,  claim,  damage, liability, cost or expense whatsoever (including, but not
limited  to,  any  and  all  reasonable  legal  fees  and  other  expenses  and
disbursements  incurred in connection with investigating, preparing to defend or
defending  any  action,  suit  or  proceeding,  including  any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which  the  Placement  Agent  or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out  of  or  based upon (i) any untrue statement or alleged
untrue  statement  of  a  material  fact  contained  in  (a)  Section  4 of this
Agreement,  (b) the Offering Materials (except those written statements relating
to  the Placement Agent given by the Placement Agent for inclusion therein), (c)
any  application  or  other  document  or  written communication executed by the
Company  or based upon written information furnished by the Company filed in any
jurisdiction  in  order  to  qualify  the Common Stock under the securities laws
thereof,  or  any  state  securities  commission or agency; (ii) the omission or
alleged  omission from documents described in clauses (a), (b) or (c) above of a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading;  or  (iii) the breach of any representation, warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees  that  upon  demand by an indemnified person, at any time or from time to
time,  it  will  promptly reimburse such indemnified person for any loss, claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the  foregoing  provisions of this Paragraph 7(A), any
such  payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a  court  of competent jurisdiction (after all appeals or the expiration of time
to  appeal)  is  entered  against the Placement Agent or such indemnified person
based upon specific finding of fact that the Placement Agent or such indemnified
person's  gross negligence or willful misfeasance will be promptly repaid to the
Company.

          B.     The  Placement  Agent  hereby agrees that it will indemnify and
hold  the  Company  and  each  officer,  director,  shareholder,  employee  or
representative  of  the  Company,  and each person controlling, controlled by or
under  common  control  with the Company within the meaning of Section 15 of the
1933  Act  or  Section 20 of the 1934 Act or the Rules and Regulations, harmless
from  and  against  any  and all loss, claim, damage, liability, cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses  and  disbursements  incurred  in connection with investigating,
preparing  to  defend or defending any action, suit or proceeding, including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as  a  witness in any action, suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a deposition) to which the Company or such indemnified person of the Company may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based upon (i) the material breach of any representation, warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false  or  misleading  information  provided  to  the  Company  in  writing  by


                                        9
<PAGE>
one  of  the Placement Agent's indemnified persons specifically for inclusion in
the  Offering  Materials.

          C.     The  Investor hereby agrees that it will indemnify and hold the
Placement  Agent  and  each  officer,  director,  shareholder,  employee  or
representative  of  the Placement Agent, and each person controlling, controlled
by  or  under  common  control  with  the  Placement Agent within the meaning of
Section  15  of  the  1933  Act  or  Section 20 of the 1934 Act or the Rules and
Regulations,  harmless  from  and  against  any  and  all  loss,  claim, damage,
liability,  cost  or  expense whatsoever (including, but not limited to, any and
all  reasonable  legal  fees  and  other  expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action, suit
or  proceeding, including any inquiry or investigation, commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in  any  action,  suit  or  proceeding,  including any inquiry, investigation or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the  1934  Act,  the Rules and Regulations, or any other federal or state law or
regulation,  common  law  or  otherwise,  arising  out  of or based upon (i) the
conduct  of  the  Investor  or its officers, employees or representatives in its
acting  as  the  Investor  for  the  Offering,  (ii)  the material breach of any
representation,  warranty,  covenant  or  agreement  made by the Investor in the
Offering Materials, or (iii) any false or misleading information provided to the
Placement Agent by one of the Investor's indemnified persons.

          D.     The  Placement  Agent  hereby agrees that it will indemnify and
hold  the  Investor  and  each  officer,  director,  shareholder,  employee  or
representative  of  the  Investor, and each person controlling, controlled by or
under  common  control with the Investor within the meaning of Section 15 of the
1933  Act  or  Section 20 of the 1934 Act or the Rules and Regulations, harmless
from  and  against  any  and all loss, claim, damage, liability, cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses  and  disbursements  incurred  in connection with investigating,
preparing  to  defend or defending any action, suit or proceeding, including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as  a  witness in any action, suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a  deposition)  to which the Investor or such indemnified person of the Investor
may  become subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
or  any  other  federal  or  state  law  or regulation, common law or otherwise,
arising  out  of  or  based  upon  the  material  breach  of any representation,
warranty, covenant or agreement made by the Placement Agent in this Agreement.

          E.     Promptly  after  receipt  by  an indemnified party of notice of
commencement  of  any action covered by Section 7(A), (B), (C) or (D), the party
to  be indemnified shall, within five (5) business days, notify the indemnifying
party  of the commencement thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligation  to  indemnify any other indemnified party that has given such notice
and  shall  not  relieve the indemnifying party of any liability outside of this
indemnification  if  not  materially  prejudiced thereby.  In the event that any
action  is brought against the indemnified party, the indemnifying party will be
entitled  to participate therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen  by it which is reasonably
acceptable  to  the  indemnified  party.  After  notice  from


                                       10
<PAGE>
the  indemnifying  party  to such indemnified party of its election to so assume
the  defense  thereof,  the  indemnifying  party  will  not  be  liable  to such
indemnified  party  under  such  Section 7(A), (B), (C), or (D) for any legal or
other  expenses  subsequently  incurred  by such indemnified party in connection
with  the  defense  thereof,  but the indemnified party may, at its own expense,
participate in such defense by counsel chosen by it, without, however, impairing
the  indemnifying party's control of the defense. Subject to the proviso of this
sentence  and  notwithstanding  any  other  statement  to the contrary contained
herein,  the  indemnified party or parties shall have the right to choose its or
their  own  counsel and control the defense of any action, all at the expense of
the  indemnifying  party  if  (i) the employment of such counsel shall have been
authorized  in  writing by the indemnifying party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party  shall  not have employed counsel reasonably satisfactory to
such  indemnified  party  to  have charge of the defense of such action within a
reasonable  time  after  notice  of  commencement  of  the action, or (iii) such
indemnified  party  or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available  to  one  or  all  of  the  indemnifying  parties  (in  which case the
indemnifying  parties  shall  not  have  the right to direct the defense of such
action  on  behalf  of the indemnified party or parties), in any of which events
such  fees  and  expenses  of  one  additional  counsel  shall  be  borne by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection  with any one action or separate but substantially similar or related
actions  in the same jurisdiction arising out of the same general allegations or
circumstance,  be  liable  for the reasonable fees and expenses of more than one
separate  firm  of  attorneys  at  any time for all such indemnified parties. No
settlement  of  any  action  or proceeding against an indemnified party shall be
made  without  the  consent  of  the  indemnifying  party.

          F.     In  order  to  provide  for  just and equitable contribution in
circumstances  in which the indemnification provided for in Section 7(A) or 7(B)
is  due in accordance with its terms but is for any reason held by a court to be
unavailable  on  grounds  of  policy or otherwise, the Company and the Placement
Agent  shall contribute to the aggregate losses, claims, damages and liabilities
(including  legal  or  other expenses reasonably incurred in connection with the
investigation  or  defense of same) which the other may incur in such proportion
so  that  the  Placement  Agent  shall  be  responsible  for such percent of the
aggregate  of  such  losses,  claims, damages and liabilities as shall equal the
percentage  of  the  gross  proceeds paid to the Placement Agent and the Company
shall  be  responsible for the balance; provided, however, that no person guilty
of  fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes  of  this Section 7(F), any person
controlling,  controlled by or under common control with the Placement Agent, or
any  partner,  director,  officer,  employee, representative or any agent of any
thereof,  shall  have the same rights to contribution as the Placement Agent and
each  person controlling, controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and  each officer of the Company and each director of the Company shall have the
same  rights to contribution as the Company.  Any party entitled to contribution
will,  promptly  after  receipt of notice of commencement of any action, suit or
proceeding  against  such party in respect of which a claim for contribution may
be  made against the other party under this Section 7(D), notify such party from
whom  contribution may be sought, but the omission to so notify such party shall
not  relieve  the party from whom contribution may be sought from any obligation
they  may have


                                       11
<PAGE>
hereunder  or otherwise if the party from whom contribution may be sought is not
materially  prejudiced  thereby.

          G.     The  indemnity  and  contribution  agreements contained in this
Section  7 shall remain operative and in full force and effect regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of  this  Agreement.

          H.     The  Company  hereby waives, to the fullest extent permitted by
law,  any  right  to  or claim of any punitive, exemplary, incidental, indirect,
special,  consequential or other damages (including, without limitation, loss of
profits)  against  the  Placement Agent and each officer, director, shareholder,
employee  or  representative of the placement agent and each person controlling,
controlled  by  or  under  common  control  with  the Placement Agent within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and Regulations arising out of any cause whatsoever (whether such cause be based
in  contract,  negligence,  strict  liability,  other  tort  or  otherwise).
Notwithstanding  anything  to  the  contrary  contained  herein,  the  aggregate
liability  of  the  Placement  Agent  and  each  officer, director, shareholder,
employee  or  representative of the Placement Agent and each person controlling,
controlled  by  or  under  common  control  with  the Placement Agent within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules
and  Regulations  shall  not  exceed  the compensation received by the Placement
Agent  pursuant  to  Section 2 hereof.  This limitation of liability shall apply
regardless  of  the  cause of action, whether contract, tort (including, without
limitation,  negligence)  or  breach  of statute or any other legal or equitable
obligation.

     8.     Payment  of  Expenses.
            ---------------------

     The  Company  hereby  agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to  the  transmission  of Offering Materials, registrar and transfer agent fees,
escrow  agent  fees and expenses, fees of the Company's counsel and accountants,
issue  and  transfer  taxes,  if  any.

     9.     Conditions  of  Closing.
            -----------------------

     The  Closing  shall  be held at the offices of the Investor or its counsel.
The  obligations  of  the  Placement  Agent  hereunder  shall  be subject to the
continuing accuracy of the representations and warranties of the Company and the
Investor  herein  as  of  the  date  hereof  and  as of the Date of Closing (the
"Closing Date") with respect to the Company or the Investor, as the case may be,
 ------------
as if it had been made on and as of such Closing Date; the accuracy on and as of
the  Closing Date of the statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following  further  conditions:

          A.     Upon the effectiveness of a registration statement covering the
Standby  Equity  Distribution  Agreement,  the  Investor and the Placement Agent
shall  receive  the  opinion  of  Counsel  to  the Company, dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory to
the  Investor,  their  counsel  and  the  Placement  Agent.

          B.     At  or  prior  to  the  Closing, the Investor and the Placement
Agent  shall have been furnished such documents, certificates and opinions as it
may  reasonably  require for the


                                       12
<PAGE>
purpose  of enabling them to review or pass upon the matters referred to in this
Agreement  and  the  Offering  Materials,  or in order to evidence the accuracy,
completeness  or  satisfaction  of  any  of  the  representations, warranties or
conditions  herein  contained.

          C.     At  and  prior  to  the  Closing,  (i) there shall have been no
material  adverse  change  nor development involving a prospective change in the
condition  or  prospects  or the business activities, financial or otherwise, of
the Company from the latest dates as of which such condition is set forth in the
Offering  Materials;  (ii)  there  shall  have  been  no transaction, not in the
ordinary  course  of business except the transactions pursuant to the Securities
Purchase  Agreement entered into by the Company on the date hereof which has not
been  disclosed  in the Offering Materials or to the Placement Agent in writing;
(iii) except as set forth in the Offering Materials, the Company shall not be in
default  under  any  provision  of  any  instrument  relating to any outstanding
indebtedness  for  which  a waiver or extension has not been otherwise received;
(iv)  except  as set forth in the Offering Materials, the Company shall not have
issued any securities (other than those to be issued as provided in the Offering
Materials)  or  declared  or  paid  any dividend or made any distribution of its
capital  stock  of  any  class  and  there shall not have been any change in the
indebtedness  (long  or short term) or liabilities or obligations of the Company
(contingent or otherwise)  and trade payable debt; (v) no material amount of the
assets  of the Company shall have been pledged or mortgaged, except as indicated
in  the  Offering Materials; and (v) no action, suit or proceeding, at law or in
equity,  against  the  Company  or affecting any of its properties or businesses
shall  be  pending  or  threatened  before  or  by any court or federal or state
commission,  board  or other administrative agency, domestic or foreign, wherein
an unfavorable decision, ruling or finding could materially adversely affect the
businesses, prospects or financial condition or income of the Company, except as
set  forth  in  the  Offering  Materials.

          D.     If  requested  at  Closing the Investor and the Placement Agent
shall  receive  a  certificate of the Company signed by an executive officer and
chief  financial officer, dated as of the applicable Closing, to the effect that
the conditions set forth in subparagraph (C) above have been satisfied and that,
as  of the applicable closing, the representations and warranties of the Company
set  forth  herein  are  true  and  correct.

          E.     The Placement Agent shall have no obligation to insure that (x)
any  check,  note,  draft or other means of payment for the Common Stock will be
honored,  paid or enforceable against the Investor in accordance with its terms,
or  (y)  subject to the performance of the Placement Agent's obligations and the
accuracy  of the Placement Agent's representations and warranties hereunder, (1)
the Offering is exempt from the registration requirements of the 1933 Act or any
applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

     10.     Termination.
             -----------

     This Agreement shall be co-terminus with, and terminate upon the same terms
and conditions as those set forth in, the Standby Equity Distribution Agreement.
The  rights  of  the  Investor  and  the  obligations  of  the Company under the
Registration  Rights  Agreement,  and  the rights of the Placement Agent and the
obligations  of  the  Company  shall  survive  the termination of this Agreement
unabridged.


                                       13
<PAGE>
     11.  Miscellaneous.
          -------------

          A.     This  Agreement  may be executed in any number of counterparts,
each  of  which shall be deemed to be an original, but all which shall be deemed
to  be  one  and  the  same  instrument.

          B.     Any notice required or permitted to be given hereunder shall be
given  in  writing  and  shall  be deemed effective when deposited in the United
States  mail, postage prepaid, or when received if personally delivered or faxed
(upon  confirmation  of  receipt  received  by  the sending party), addressed as
follows  to  such other address of which written notice is given to the others):

If to Placement Agent, to:         Newbridge Securities Corporation
                                   1451 Cypress Creek Road, Suite 204
                                   Fort Lauderdale, Florida 33309
                                   Attention:  Doug Aguililla
                                   Telephone:  (954) 334-3450
                                   Facsimile:  (954) 229-9937

If to the Company, to:             Intrepid Technology & Resources, Inc.
                                   501 West Broadway - Suite 200
                                   Idaho Falls, ID 83402
                                   Attention:  Dr. Dennis D. Keiser
                                   Telephone:  (208) 529-5337
                                   Facsimile:  (208) 529-1014

With a copy to:                    Kirkpatrick & Lockhart LLP
                                   201 South Biscayne Boulevard - Suite 2000
                                   Miami, Florida  33131-2399
                                   Attention:  Clayton E. Parker, Esq.
                                   Telephone:  (305) 539-3300
                                   Facsimile:  (305) 358-7095

If to the Investor:                Cornell Capital Partners, LP
                                   101 Hudson Street - Suite 3700
                                   Jersey City, New Jersey  07302
                                   Attention:  Mark A. Angelo
                                   Portfolio Manager
                                   Telephone:  (201) 985-8300
                                   Facsimile:  (201) 985-8266

With copies to:                    David Gonzalez, Esq.
                                   101 Hudson Street - Suite 3700
                                   Jersey City, NJ 07302
                                   Telephone:  (201) 985-8300
                                   Facsimile:  (201) 985-8266


                                       14
<PAGE>
          C.     This  Agreement  shall  be  governed  by  and  construed in all
respects  under the laws of the State of ____, without reference to its conflict
of laws rules or principles.  Any suit, action, proceeding or litigation arising
out  of  or  relating  to this Agreement shall be brought and prosecuted in such
federal  or  state  court  or  courts  located within the State of New Jersey as
provided  by law.  The parties hereby irrevocably and unconditionally consent to
the  jurisdiction  of  each such court or courts located within the State of New
Jersey and to service of process by registered or certified mail, return receipt
requested,  or  by  any  other  manner  provided  by  applicable law, and hereby
irrevocably  and unconditionally waive any right to claim that any suit, action,
proceeding  or  litigation  so  commenced  has been commenced in an inconvenient
forum.

          D.     This  Agreement  and  the  other  agreements  referenced herein
contain  the  entire  understanding  between  the  parties hereto and may not be
modified  or  amended  except by a writing duly signed by the party against whom
enforcement  of  the  modification  or  amendment  is  sought.

          E.     If  any provision of this Agreement shall be held to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision  of  this  Agreement.


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                                       15
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.

                                   COMPANY:
                                   INTREPID TECHNOLOGY & RESOURCES, INC.

                                   By:  /s/ Dr. Dennies D. Keiser
                                        -------------------------
                                   Name:  Dr. Dennis D. Keiser
                                   Title: President & CEO


                                   PLACEMENT AGENT:
                                   NEWBRIDGE SECURITIES CORPORATION

                                   By:  /s/ Guy S. Amico
                                        ----------------
                                   Name:  Guy S. Amico
                                   Title: President


                                   INVESTOR:
                                   CORNELL CAPITAL PARTNERS, LP

                                   BY:  YORKVILLE ADVISORS, LLC
                                   ITS: GENERAL PARTNER

                                   By:  /s/ Mark A. Angelo
                                        ------------------
                                   Name:  Mark A. Angelo
                                   Title: Portfolio Manager


                                       16
<PAGE>